Exhibit 99.(h)(5)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
AMENDMENT made as of the 11th day of December, 2007, between TD ASSET
MANAGEMENT USA FUNDS INC., a Maryland corporation the ("Company") and CITI FUND
SERVICES OHIO, INC., an Ohio corporation, formerly known as Fund Services Ohio,
Inc. ("Citi"), to that certain Transfer Agency Agreement, dated December 18,
2006, between the Company and Citi (as in effect on the date hereof, the
"Agreement"). All capitalized terms used but not defined herein shall have the
meanings given to them in the Agreement.
WHEREAS, pursuant to the Agreement, Citi performs certain transfer agency
services for the Funds and their classes;
WHEREAS, Citi and the Company wish to enter into this Amendment to the
Agreement in order to amend the termination provision;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter contained and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Citi hereby agree
as follows:
1. Amendments.
(a) Section 5(a) of the Agreement shall be amended by deleting all
references to "ninety (90) days" and substituting therefore "sixty
(60) days."
(b) All references to "BISYS" in the Agreement (other than "The BISYS
Group, Inc.") shall hereinafter be deemed to be references to
"Citi." The reference to "The BISYS Group, Inc." shall hereinafter
be deemed to be a reference to "Citi Investor Services, Inc."
2. Representations and Warranties.
(a) The Company represents (i) that it has full power and authority to
enter into and perform this Amendment, (ii) this Amendment has been disclosed to
and approved by the Board with respect to each Fund, and that the Company has
provided all such information to the Board with respect to each Fund as may be
appropriate (or has been requested by the Board) in connection with the review
and approval by the Board of this Amendment and the arrangements contemplated
under this Amendment; and (iii) Citi has either been, or will be, given a copy
of the resolutions evidencing such approvals of this Amendment.
(b) Citi represents that it has full power and authority to enter into and
perform this Amendment.
3. Miscellaneous.
(a) This Amendment supplements and amends the Agreement. The provisions
set forth this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior
to this Amendment) and in every other agreement, contract or instrument to which
the parties are bound, shall hereafter be construed as a reference to the
Agreement as amended by this Amendment. Except as provided in this Amendment,
the provisions of the Agreement remain in full force and effect. No amendment or
modification to this Amendment shall be valid unless made in writing and
executed by both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
TD ASSET MANAGEMENT USA FUNDS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: VP
CITI FUND SERVICES OHIO, INC.
By: /s/ Xxxx Naddeff
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Name: Xxxx Naddeff
Title: President
